Common use of CONDITIONS TO THE OBLIGATIONS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGER. The obligations of the parties hereto to consummate the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof Each Party at the Second Closing. The obligation of the Investor to deliver the Second Purchase Price Payment at the Second Closing and the obligations of the parties hereto Company to consummate issue, sell and deliver to the Merger, or to permit Investor the consummation of Second Closing Securities at the Merger, Second Closing are each subject to the satisfaction orfulfillment or waiver (to the extent, if permitted and only to the extent, permissible by applicable Law, waiver ) by both the Investor and the Company on or before the Second Closing Date of each of the following conditions: (a) the Registration Statement No Restraint shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness be in effect enjoining, restraining, preventing or prohibiting consummation of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn;Second Closing. (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any All waiting period periods (and any extension extensions thereof) applicable to the consummation of the Merger Transactions under the HSR Act or any and other applicable competition, merger control or similar Law Antitrust Laws shall have expired been terminated or shall have expired. (c) Either (i) the FCC Approval shall have been terminated;received, (ii) the FCC shall have denied the FCC Approval and such denial shall have become Final (an “FCC Final Denial”) (it being understood, for the avoidance of doubt, that if there shall have been an FCC Final Denial, (x) the Investor shall have no obligation to deliver the Second Purchase Price Payment, and (y) the Company shall have no obligation to deliver the Second Closing Securities other than the Note (through release from the Escrow) (which, for the avoidance of doubt, shall be non-convertible), if not previously issued, sold and delivered (through release from the Escrow) in accordance with Section 2.3) or (iii) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions. (d) The FCC shall have either: (i) issued a public notice announcing that the Company did not submit any winning bids in the RDOF Auction; or (ii) issued a public notice announcing that it has authorized support for all winning bids submitted by Company in the RDOF Auction; provided, that either party may request that the other party waive this condition, which request shall only be denied if the non-requesting party reasonably believes that the occurrence of the Second Closing in connection with the satisfaction of the conditions set forth in Sections 7.1(c)(i) or 7.1(c)(iii) will result in the disqualification of Company from receiving support from the FCC through the RDOF Auction; provided, further, that the condition in this Section 7.1(d) shall not be required to be satisfied if there shall have been an FCC Final Denial. (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger The Initial Closing shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceoccurred.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The obligations of the parties hereto each party to consummate the Merger, or to permit Merger and the consummation of the Merger, other transactions contemplated hereby are subject to the satisfaction or, if permitted by applicable Law, waiver on or prior to the Closing Date of the following conditions: (a) each party to the Registration Statement A/B Merger Agreement shall have been declared effective satisfied or waived each condition to the consummation of the A/B Mergers and the other transactions contemplated by the SEC under A/B Merger Agreement and by the Securities Act and no stop order suspending the effectiveness ancillary agreements set forth in Article VIII of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawnA/B Merger Agreement; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) ), if any, applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ec) all consentsno Governmental Authority or court of competent jurisdiction shall have enacted, approvals issued, promulgated, enforced or entered any law, rule, regulation, executive order or Order which is then in effect and authorizations legally required has the effect of prohibiting consummation of the Merger or the A/B Mergers and no Governmental Authority shall have instituted any judicial or administrative proceeding which continues to be obtained pending seeking any such result; (d) the Indenture pursuant to consummate which the Merger Notes are to be issued shall have been obtained from all Governmental Entities, except where qualified under the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a wholeTrust Indenture Act; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (ge) the shares of Parent Company Common Stock into which issuable in the shares of Company Capital Stock will be converted Merger pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 II shall have been authorized for listing on the NYSEAMEX and PSE, or such other national securities exchange as may be selected pursuant to the terms of the A/B Merger Agreement, subject only to official notice of issuance; (f) all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, or notifications to, any Governmental Authority required by Law in connection with the execution, delivery and performance of this Agreement, shall have been obtained, filed, expired or given, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time, except to the extent that the failure to receive such authorization, consent, order, approval, filing or registration would not have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Merger and the A/B Mergers; (g) each of the parties to the Stockholders Agreements shall have executed and delivered each such agreement in the forms attached to the A/B Merger Agreement as EXHIBIT A and EXHIBIT B, respectively; and (h) Each of the Company, C GP and C Inc. shall have received a written opinion from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, which opinions may rely upon such certificates of the Company, and C GP and C Inc. as are customary for such opinions, including certificates substantially in the forms attached hereto as EXHIBIT A and EXHIBIT B or (ii) if the Merger is effected pursuant to the structure described in Section 6.05(b), then no gain or loss will be recognized by any of C GP, C Inc. or the Company as a result of the Merger.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The obligations of the parties hereto UPR, Anadarko and Subcorp to consummate the Merger, or to permit the consummation of the Merger, are Merger shall be subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the UPR Stockholders in the manner required by any Applicable Law, and (ii) the Share Issuance shall have been approved by the Anadarko Stockholders in the manner required by any Applicable Law and the applicable rules of the NYSE. (b) Any applicable waiting periods under the HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated and any other approvals of any Governmental Authority shall have been obtained. (c) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Merger or the transactions contemplated by this Agreement or limiting the ownership or operation by Anadarko, UPR or any of their respective subsidiaries of any material portion of the business or assets of Anadarko or UPR. (d) There shall not be pending any Action instituted by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement. (e) The Commission shall have declared the Registration Statement shall have been declared effective by the SEC under the Securities Act Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then be in effect and has no proceedings for such purpose shall be pending before or threatened by the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act Commission or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole;state securities administrator. (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have The Anadarko Common Shares to be issued an opinion, addressed to each of Parent and the Company, respectively, that in the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted including pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Anadarko Exchange Options) shall have been authorized approved for listing on the NYSE, subject to official notice of issuance. (g) UPR shall have received the opinion of Xxxxxx Xxxxx & Xxxxxxx LLP, dated on or prior to the effective date of the Registration Statement, to the effect that (i) the Merger will constitute a reorganization under section 368(a) of the Code, and (ii) UPR, Anadarko and Subcorp will each be a party to that reorganization. In rendering such opinion, counsel shall be entitled to rely on customary representation letters of UPR, Anadarko, Subcorp and others, in form and substance reasonably satisfactory to such counsel.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGER. The obligations of the parties hereto Each Party to consummate Effect the Merger, or to permit the consummation of the Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) The Company shall have obtained the Company Stockholder Approval. (b) The ESG Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under the Securities Act and no stop order suspending the effectiveness Exchange Act relating to the issuance and trading of shares of ESG Spin Co. Common Stock shall have been obtained and be in effect, and such shares of ESG Spin Co. Common Stock shall have been approved for listing on the NASDAQ and the period of time specified by Applicable Law for the mailing of an information statement in connection with the Spin-Off shall have expired (assuming the information statement in connection with the Spin-Off is mailed immediately after the ESG Registration Statement is declared effective by the SEC, whether or not the information statement in connection with the Spin-Off has in fact been mailed); provided that the condition set forth in this Section 7.01(b) shall not apply in the event the Company has made an ESG Sale Election in accordance with Section 2.06. (c) Any waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Registration Statement Merger shall have expired and no temporary restraining order or preliminary or permanent injunction preventing the consummation of the Merger shall have been issued by any U.S. federal court, and any authorization or consent from a Governmental Authority required to be obtained with respect to the SEC and no proceeding for that purpose Merger under any Antitrust Law as set forth on Annex 6.03(a) hereto shall have been initiated by the SEC and not concluded or withdrawn;obtained. (bd) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of No Governmental Authority having jurisdiction over the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decreeOrder after the date of this Agreement, and no other Governmental Entity Applicable Law shall have issued any orderbeen enacted or promulgated after the date of this Agreement, which in each case, that is then in effect and has the effect of making the Merger illegal permanently restraining, enjoining or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under or the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceTransactions.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERTRANSACTIONS. The obligations of the parties hereto to consummate the MergerTransactions, or to permit the consummation of the MergerTransactions, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawnSEC; (b) the Proxy Statement shall have been approved by the OSE and the European Exchanges and no stop order suspending the effectiveness of the Proxy Statement shall have been issued by the OSE or any of the European Exchanges and no proceeding for that purpose shall have been initiated by the OSE or any of the European Exchanges; (c) each of this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of IVAX; (d) each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act Demerger and the General Corporation Law, respectivelyShare Exchange shall have been duly approved by the requisite vote of the stockholders of Hafslund Nycomed; (ce) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making any of the Merger Transactions illegal or otherwise prohibiting its their consummation; (df) any waiting period (and any extension thereof) applicable to the consummation of the Merger Transactions under the HSR Act or Act, any other applicable competition, merger control or similar Law Law, including, without limitation Council Regulation (EEC) No. 4064/89 and the Norwegian Business Acquisition Act of 1994, shall have expired or been terminated; (eg) all consents, approvals and authorizations legally required to be obtained to consummate the Merger Transactions shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could would not reasonably be expected to result in a change in or have an effect on the business of the Company IVAX or Parent Hafslund Nycomed that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent IVAX NYCOMED and its respective subsidiaries, taken as a whole, assuming for purposes of this clause (g) that the Transactions have been consummated; (fh) Xxxxxx Xxxxxxxx Arthur Andersen LLP, as the independent public accountants of Parentaccountant ox xxxx xx XXXX and Hafslund Nycomed, shall have issued an opinion, addressed to each of Parent Hafslund Nycomed and the Company, respectivelyIVAX, that the Merger Transactions, including each of the Merger, the Share Exchange and the Demerger will qualify for "pooling of interests" accounting treatment under applicable United States U.S. and Norwegian accounting rules, including, without limitation, applicable SEC accounting standards; and; (gi) (A) Shearman & Sterling shall have issued its opinion, addressed to IVAX, IVAX NYCOMED, Holdings and Hafslund Nycomed and reasonably satisfactory to them, based upon customary representations of IVAX and IVAX NYCOMED and, if required, Holdings and Hafslund Nycomed, and customary assumptions, to the shares of Parent Common Stock into which effect that the shares of Company Capital Stock Merger will be converted pursuant treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of IVAX, IVAX NYCOMED and Acquisition Sub will be a party to Article III the reorganization within the meaning of Section 368(b) of the Code, such opinion to be dated on or about the date that is two business days prior to the date the Proxy Statement is first mailed to stockholders of IVAX and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Hafslund Nycomed, which opinion shall not have been authorized for listing on the NYSE, subject to official notice of issuance.withdrawn or modified in any material respect;

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof the Loomis Stockholders -------------------------------------------------------- Trust, Loomis and Xxxxxx Armored under this Agreement. The obligations of the parties hereto to consummate the Merger----------------------------------------------------- Loomis Stockholders Trust, or to permit the consummation of the Merger, are Loomis and Xxxxxx Armored under this Agreement shall be further subject to the satisfaction orsatisfaction, if permitted by applicable Lawat or prior to the Closing Date, waiver of the following conditions: (a) Each of the Registration Statement obligations of Xxxx-Xxxxxx and Xxxxx Fargo, respectively, required to be performed by them at or prior to the Closing pursuant to this Agreement shall have been declared effective by duly performed and complied with in all material respects, and the SEC under the Securities Act representations and no stop order suspending the effectiveness warranties of each of Xxxx- Xxxxxx and Xxxxx Fargo contained in this Agreement shall be true and correct in all material respects as of the Registration Statement date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date), and the Loomis Stockholders Trust shall have been issued received a certificate to that effect signed by the SEC an officer of each of Xxxx-Xxxxxx and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawnXxxxx Fargo, as applicable; (b) this Agreement Any and all material Permits, consents, waivers, clearances, and approvals of all governmental bodies which are necessary in connection with the Merger consummation of the transactions contemplated hereby and all third party consents which are set forth in Section 9.2(b) of the Disclosure Schedule shall have been duly approved by obtained and there shall have not been imposed in connection with obtaining the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectivelysame any materially adverse or burdensome terms on Loomis or Newco; (c) no court of competent jurisdiction The Loomis Stockholders Trust shall have issued or entered any orderreceived from Xxxxx Xxxx & Xxxxxxxx, writcounsel to Xxxx-Xxxxxx and Xxxxx Fargo, injunction or decree, an opinion substantially in the form of Exhibit E hereto; and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation;--------- (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law The Loomis Stockholders Trust shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate received from the Merger shall have been obtained from all Governmental Entities, except where General Counsel of Xxxx-Xxxxxx an opinion substantially in the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business form of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance.Exhibit F hereto. ---------

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERCOFI, CHARTER MICHIGAN AND CHARTER ONE BANK. The Notwithstanding any other provision of this Agreement, the obligations of the parties hereto COFI, Charter Michigan and Charter One Bank to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions:conditions precedent (except as to those which COFI may chose to waive): (a) subject to the Registration Statement cure provisions set forth in Section 5.8, all of the representations and warranties made by Havexxxxxx xxx Home Bank in this Agreement and in any documents or certificates provided by Havexxxxxx xxx Home Bank shall have been declared effective by the SEC under the Securities Act true and no stop order suspending the effectiveness correct in all material respects as of the Registration Statement shall have been issued by date of this Agreement and as of the SEC Effective Time as though made on and no proceeding for that purpose shall have been initiated by as of the SEC and not concluded or withdrawnEffective Time; (b) subject to the cure provisions set forth in Section 5.8, Havexxxxxx xxx Home Bank shall have performed in all material respects all obligations and shall have complied in all material respects with all agreements and covenants required by this Agreement and to be performed or complied with by them prior to or at the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectivelyEffective Time; (c) no court of competent jurisdiction there shall not have been any action taken or any statute, rule, regulation or order enacted, promulgated or issued or entered deemed applicable to the Merger by any order, writ, injunction federal or decree, and no other Governmental Entity shall have issued any orderstate government or governmental agency or instrumentality or court, which is then in effect and has would prohibit ownership or operation of all or a portion of the effect business or assets of making Havexxxxxx xx any Havexxxxxx Xxxsidiary by COFI, Charter Michigan or Charter One Bank, or would compel COFI, Charter Michigan or Charter One Bank to dispose of all or a portion of the Merger illegal business or otherwise prohibiting its consummationassets of Havexxxxxx xx any Havexxxxxx Xxxsidiary, as a result of this Agreement, or which would render any party hereto unable to consummate the transactions contemplated by this Agreement; (d) any waiting period (and any extension thereof) applicable to since the consummation of the Merger under the HSR Act or any other applicable competitiondate hereof, merger control or similar Law shall Havexxxxxx xxxll not have expired or been terminatedsuffered a Material Adverse Effect; (e) all consents, approvals and authorizations legally required no regulatory authority shall impose any non-standard or unduly burdensome condition relating to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business that it would substantially deprive COFI of the Company or Parent that is materially adverse to economic benefits of the businessMerger, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results as determined in the reasonable judgment of operations of Parent and its subsidiaries, taken as a wholeCOFI; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, COFI shall have issued an opinionreceived the opinion of Hahn Xxxxxx Xxxks, addressed L.L.P., counsel to each Havexxxxxx, xx the form of Parent the attached Exhibit E; (g) COFI shall have received a certificate signed by the President and Chief Executive Officer of Havexxxxxx xxx Home Bank, dated as of the CompanyEffective Time, respectivelycertifying that based upon his best knowledge, that the Merger will qualify for "pooling conditions set forth in Sections 6.1(a), (b), and (d) hereof have been satisfied. (h) simultaneous with the execution and delivery of interests" accounting treatment under applicable United States accounting rulesthis Agreement, including, without limitation, applicable SEC accounting standardsthe directors of Havexxxxxx xxx are stockholders of Havexxxxxx xxxll have executed and delivered to COFI Voting Agreements in the form attached hereto as Exhibit A; (i) COFI shall have received the written affiliates' agreements described in Section 5.3 hereof; and (gj) Dissenting Shares shall not exceed 7% of the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III issued and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceoutstanding Havexxxxxx Xxxmon Stock.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGER. The obligations of Buyer, NGP, NGOP and NGOP Merger Sub to effect the parties hereto to consummate NGP Merger and the Merger, or to permit the consummation of the Merger, are NGOP Merger shall be subject to the satisfaction or, if permitted by applicable Law, waiver prior to the Closing Date of the following conditions: (a) the Registration Statement Stockholder Approval shall have been declared effective by obtained and this Agreement and the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement transactions contemplated hereby shall have been issued approved and adopted by the SEC holders of NGOP Common Units and no proceeding for that purpose shall have been initiated by the SEC holders of the Series A Preferred Units and not concluded or withdrawnSeries B Preferred Units in accordance with the NGOP Partnership Agreement and the DRULPA; (b) this Agreement no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an "INJUNCTION") on the consummation of the NGP Merger or the NGOP Merger shall be in effect and the Merger no statute, rule, regulation, order, injunction or decree shall have been duly approved enacted, entered, promulgated or enforced by the requisite vote of stockholders of each any Governmental Authority which prohibits or makes illegal consummation of the Company and, if applicable, Parent, in accordance with NGP Merger or the Business Corporation Act and the General Corporation Law, respectivelyNGOP Merger (each party agreeing to use its reasonable best efforts to have any such prohibition lifted); (c) no court each of competent jurisdiction the conditions set forth in Article XI of the Purchase Agreement (other than the condition set forth in Section 11.1(c)) shall have issued been satisfied or entered any order, writ, injunction or decree, waived in accordance with the terms thereof and no other Governmental Entity the parties to such Purchase Agreement shall have issued any order, which is then in effect and has be prepared to close the effect of making transactions contemplated by such agreement substantially simultaneously with the Merger illegal or otherwise prohibiting its consummationClosing hereunder; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law antitrust laws shall have expired been terminated or been terminated;expired; and (e) all consents, approvals approvals, waivers and authorizations legally required to be obtained from all Governmental Entities to consummate effect the NGP Merger and the NGOP Merger and to maintain the Permits in effect following the Closing on substantially the same terms as in effect on the date hereof shall have been obtained from all Governmental Entitiesobtained, except where the failure to obtain any such consentconsents, approval or authorization approvals and authorizations could not reasonably be expected to result result, either individually or in the aggregate, in a change NGP Material Adverse Effect, disregarding for purposes of this section 7.01(e) the qualification contained in or have an effect on the business clause (C) of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results definition of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceNGP Material Adverse Effect.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof Buyer and American Exchange under this Agreement. The obligations of the parties hereto Buyer and American Exchange under this Agreement to consummate the Merger, or to permit the consummation of the Merger, are Closing Transactions shall be subject to the satisfaction orsatisfaction, if permitted by applicable Lawat or prior to the Closing, waiver of the following conditions: (a) subject to Section 5.19(c) hereof, all authorizations, consents and approvals contemplated by Sections 3.6 and 4.5, including the Registration Statement PennLife Insurance Approvals, the ConLife Insurance Approvals (which shall include approval to restructure the capital of the PennLife Companies and the ConLife Companies to reset unassigned surplus to not less than zero) and the Buyer Approvals, shall have been declared effective obtained and shall be in full force and effect and applicable regulators shall not have imposed any material and adverse prohibitions, limitations, conditions or restrictions on Buyer or any of the Companies in connection with the approvals by such regulators of the Forms A to be filed by the SEC under parties as contemplated hereby, including but not limited to a restriction on the Securities Act and no stop order suspending the effectiveness ability of any of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded Companies to pay ordinary dividends or withdrawn;to write any material line of business. (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger sale and purchase of the Shares under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ec) all consentsno injunction, approvals restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Closing Transactions shall be in effect; (d) each of the obligations of PLAC, PFG, SFC and authorizations legally PCFS required to be obtained performed by it at or prior to consummate the Merger Closing pursuant to this Agreement shall have been obtained from duly performed and complied with in all Governmental Entitiesmaterial respects, except where and the failure to obtain any such consentrepresentations and warranties of PLAC, approval or authorization could not reasonably PFG, SFC and PCFS contained in this Agreement shall be expected to result true and correct in a change in or have an effect on the business all material respects as of the Company date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except (i) as to those representations or Parent that is materially adverse warranties which specifically relate to an earlier date, which need to be true and correct in all material respects as of such specified dates and (ii) to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwiseextent that the representation and warranty set forth in Section 3.15(e) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, has been rendered inaccurate as the independent public accountants result of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance.any claims asserted with

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY BUYER TO CONSUMMATE EFFECT THE MERGERTRANSACTIONS CONTEMPLATED HEREBY. The obligations of Parent and Buyer to effect the parties hereto to consummate the Merger, or to permit the consummation of the Merger, are transactions contemplated hereby shall be further subject to the satisfaction or, if permitted by applicable Law, waiver fulfillment of the following conditions, any one or more of which may be waived by Parent and Buyer: (a) All representations and warranties of Company and Sellers contained in this Agreement shall be true and correct in all material respects, or if qualified by materiality, in all respects, as of the Registration Statement date hereof and as of the Closing Date as though made as of such date. Company and Sellers shall have been declared effective performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Closing Date. Buyer shall have been issued received a certificate to the matters set forth in this subparagraph (a) signed on behalf of Company by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn;its chief executive officer. (b) this Agreement and All documents, if any, required to have been delivered by Company or Sellers to Buyer, at or prior to the Merger Closing Date, shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively;delivered. (c) no court of competent jurisdiction Buyer shall have issued received from Sellers copies, certified by the Secretary or entered any orderan Assistant Secretary of Company, writof Company's Articles of Incorporation (certified by the Secretary of State of Pennsylvania) and bylaws, injunction or decreetogether with the resolutions of the Board of Directors and Shareholders of Company authorizing the execution, delivery and no other Governmental Entity shall have issued any order, which is then performance of this Agreement and all instruments and documents to be delivered in effect connection herewith and has the effect of making the Merger illegal or otherwise prohibiting its consummation;transactions contemplated hereby by Company. (d) any waiting period (and any extension thereof) applicable As of the Closing Date, Buyer shall have received a long-form certificate of good standing, as of a recent date, as to the consummation corporate status of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated;Company from its state of incorporation. (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger Company shall have been obtained from consents or waivers with respect to all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result matters listed in a change in or have an effect on the business Section 3.3 and Section 3.8 of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole;Sellers' Disclosure Letter. (f) Xxxxxx Xxxxxxxx LLP, as Each of the independent public accountants of Parent, Key Employees shall have issued entered into an opinion, addressed to each employment agreement with Buyer in the form set forth in Section 6.3 of Parent and the Company, respectively, that Buyer's Disclosure Letter (the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; andEmployment Agreements"). (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Buyer shall have been authorized for listing on received an opinion from Indik & McNaxxxx, P.C., counsel to Company and Sellers, dated as of the NYSE, subject to official notice Closing Date and in substantially the form of issuanceEXHIBIT B. (h) Parent and Buyer shall have received the Audited Financial Statements.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGER. The obligations of the parties hereto to consummate the Merger, or to permit the consummation of the Merger, several Underwriters are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) The Representatives shall have received on the Settlement Date a certificate of the Company, dated such date and signed by the Chairman, any Vice Chairman, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Controller or any Deputy Controller and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company, to the effect that the signers of such certificate have carefully examined the Registration Statement, the General Disclosure Package, the Final Prospectus and this Agreement and that (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Settlement Date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Settlement Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the General Disclosure Package and Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change on the consolidated condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). (b) The Representatives shall have been declared effective received on the Settlement Date, an opinion of Xxxxxxx X. Xxxxxxx, Associate General Counsel – Capital Markets of the Company, dated such date and addressed to the Representatives, with respect to the sale of the Subordinated Notes, the Indenture, the Registration Statement, the Final Prospectus, the General Disclosure Package and other related matters as the Representatives may reasonably require. (c) The Representatives shall have received on the Settlement Date, such opinion or opinions of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated such date and addressed to the Representatives, with respect to the sale of the Subordinated Notes, the Indenture, the Registration Statement, the Final Prospectus, the General Disclosure Package and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Representatives shall have received on the Settlement Date, such opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, special tax counsel to the Company, dated such date and addressed to the Representatives, with respect to certain United States federal income tax matters related to the Subordinated Notes and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Representatives shall have received as of the Time of Sale and at the Settlement Date, customary “comfort letters” from KPMG LLP that are satisfactory in content and form to the Representatives. (f) All filings with the Commission required by the SEC Rule 424 under the Securities Act and relating to the Subordinated Notes shall have been filed by the Settlement Date and shall have been made within the applicable time period prescribed for such filing by Rule 424 (without reliance on Rule 424(b)(8)); any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act and relating to the Subordinated Notes shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued by the SEC and no proceeding proceedings for that purpose shall have been initiated by the SEC and not concluded instituted or withdrawn;threatened. (bg) this Agreement Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Preliminary Prospectus and the Merger Final Prospectus (exclusive of any supplement thereto), there shall not have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (di) any waiting period (and any extension thereof) applicable change or decrease specified in the letter or letters referred to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; in paragraph (e) all consentsof this Section 4 or (ii) any change, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entitiesor any development involving a prospective change, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on affecting the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) ), earnings, business or results properties of operations of Parent the Company and its subsidiaries, taken as a whole; , whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the General Disclosure Package and the Final Prospectus (fexclusive of any supplement thereto) Xxxxxx Xxxxxxxx LLPthe effect of which, as in any case referred to in clause (i) or (ii) above, is, in the independent public accountants sole judgment of Parent, shall have issued an opinion, addressed to each of Parent and the Representatives after consultation with the Company, respectivelyso material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Subordinated Notes as contemplated by the Registration Statement (exclusive of any amendment thereof), that the Merger will qualify for "pooling General Disclosure Package and the Final Prospectus (exclusive of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; andany supplement thereto) and any Permitted Free Writing Prospectus. (gh) Subsequent to the shares date hereof, there shall not have been any decrease in the rating of Parent Common Stock into which the shares Subordinated Notes or any of the Company’s senior or subordinated debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) Prior to the Settlement Date, the Company Capital Stock will shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 4 shall not have been fulfilled when and as provided in this Agreement with respect to the sale of the Subordinated Notes, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be converted pursuant reasonably satisfactory in form and substance to Article III the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled with respect to such offering at, or at any time prior to, the Settlement Date by the Representatives. Notice of such cancellation shall be given to the Company and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceSelling Securityholder in writing or by telephone or facsimile confirmed in writing.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY THE PURCHASER TO CONSUMMATE THE MERGERCLOSE. The obligations of the parties hereto Purchaser to consummate close the Merger, or to permit the consummation of the Merger, transactions contemplated hereby are subject to the satisfaction or, if permitted by applicable Law, or waiver of the following conditionsconditions prior to the Closing: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act All representations and no stop order suspending the effectiveness warranties of the Registration Statement Seller and the Stockholders shall have been issued by be true and correct as of the SEC date hereof (without giving effect to any updating or corrective information provided pursuant to ARTICLE II), and no proceeding for that purpose shall have been initiated by at and as of the SEC Closing, with the same force and not concluded or withdrawneffect as though made on and as of the Closing; (b) The Seller and the Stockholders shall have performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement and to be performed or complied with by it prior to the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectivelyClosing Date; (c) no court All corporate and other actions necessary to authorize the execution, delivery and performance of competent jurisdiction this Agreement by the Seller and the Stockholders and the consummation by the Seller and the Stockholders of the transactions contemplated herein shall have issued or entered any order, writ, injunction or decreebeen duly and validly taken, and no other Governmental Entity the Purchaser shall have issued any order, which is then full right and power to acquire the Seller Common Stock upon the terms provided in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummationthis Agreement; (d) There shall not have occurred any waiting period (and any extension thereof) applicable Material Adverse Effect with respect to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminatedSeller; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger The Purchaser shall have been obtained from all Governmental Entities, except where received the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business opinions of the Company or Parent that is materially adverse counsel to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent Seller reasonably acceptable to the Purchaser and its subsidiariescounsel as to the matters set forth on, taken as a wholeand in the form of, EXHIBIT C attached hereto; (f) Xxxxxx Xxxxxxxx LLPThe Seller shall have executed and delivered to the Purchaser proper instruments for the transfer of the Seller Common Stock in form and substance satisfactory to counsel for the Purchaser in accordance with the terms of this Agreement; (g) The Purchaser shall have completed in its sole discretion the results of its due diligence investigation of the Seller, including but not limited to any tax or accounting matters, the Environmental Inspections, the documentation to be provided to the Purchaser by the Seller pursuant to SECTION 4.1(N), the Schedules hereto, or any change, amendment or supplement to the Schedules by the Seller or the Stockholders; (h) The Seller shall have furnished the Purchaser with evidence of consents as shall be required to enable the Purchaser to continue to enjoy the benefit of any Governmental Authorization, lease, license, permit, Environmental Permit, Contract or other agreement or instrument to or of which the Seller is a party or a beneficiary; (i) The Purchaser shall have received possession of all accounting, business and tax records of the Seller; (j) The form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall have been satisfactory in all reasonable respects to the Purchaser and its counsel; (k) The Purchaser shall have received a Noncompetition Agreement in the form attached hereto as EXHIBIT A executed by Joe Trulove; (l) The Purchaser shall have received the Registxxxxxx Xxxxts Agreement in the form attached hereto as EXHIBIT B executed by each Stockholder; (m) At or before the Closing, the Seller shall have collected any outstanding balances with respect to loans or other receivables from officers of the Seller; (n) The Purchaser shall have received certificates dated the Closing executed by the Chairman of the Board and the Secretary of the Seller and by the Stockholders, certifying in such reasonable detail as the independent public accountants of ParentPurchaser may reasonably request, to the effect described in SECTIONS 6.2(A), (B), (C) AND (D); (o) The Purchaser shall have issued completed to its satisfaction an opinionaudit of the Seller's Financial Statements, addressed and any adjustments resulting from such audit shall not constitute a Material Adverse Effect; (p) The Purchaser shall have received from Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. a written opinion dated as of the Closing Date for the benefit of the Purchaser to each of Parent and the Company, respectively, effect that (i) the Merger will qualify be treated for "pooling federal income tax purposes as a reorganization within the meaning of interests" accounting treatment under applicable United States accounting rulesSection 368(a) of the Tax Code, including(ii) the Purchaser and the Seller will each be a party to that reorganization within the meaning of Section 368(b) of the Tax Code, without limitation(iii) the Purchaser or the Seller shall not recognize any gain or loss as a result of the Merger, applicable SEC accounting standardsand (iv) the Stockholders shall not recognize any gain or loss as a result of the Merger, other than gain to the extent the Stockholders receive the Cash Consideration and cash in lieu of fractional shares, and such opinion shall not have been withdrawn or modified in any material respect; and (gq) The stock option agreements described on SCHEDULE 2.15 shall be exercised simultaneously with the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III Closing and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Seller shall have been authorized for listing on received the NYSE, subject to official notice of issuanceOption Proceeds therefrom.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The obligations of the parties hereto Marquee, SFX and Acquisition Sub to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement and the Transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of Marquee in accordance with Delaware Law and Marquee's Certificate of Incorporation and Bylaws; (b) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order, executive order, stay, decree, judgment or injunction (each an "Order") or Law which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; provided, however, that each of the parties shall have used all reasonable efforts to prevent the entry of any such Order that may be entered; (c) the Registration Statement shall have been declared effective by the SEC under the Securities Act effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, be in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummationeffect; (d) SFX and Marquee shall have received from the Nasdaq Stock Market evidence that the shares of SFX Class A Common Stock to be issued to the stockholders of Marquee in the Merger shall be listed on the Nasdaq National Market immediately following the Effective Time; (e) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law relating to the Merger shall have expired or been terminated; (ef) all consents, approvals SFX and authorizations legally required to be obtained to consummate the Merger Marquee shall have been obtained from all Governmental Entities, except where received the failure to obtain any such consent, approval or authorization could not reasonably be expected to result tax opinion provided for in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standardsSection 6.11; and (g) all other consents, authorizations, orders and approvals of (or filings or registrations with) any third party or governmental commission, board or other regulatory body required in connection with the shares execution, delivery and performance of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 this Agreement shall have been authorized obtained or made, except (x) for listing filings in connection with the Merger and any other documents required to be filed after the Effective Time and (y) where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on either the NYSEbusiness of Marquee and the Marquee Subsidiaries, subject to official notice taken as a whole, following the Effective Time, or the business of issuanceSFX and the SFX Subsidiaries, taken as a whole, following the Effective Time.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPLACEMENT AGENTS AND THE SALE OF THE UNITS. The respective obligations of each Placement Agent, and the parties hereto to consummate the Merger, or to permit the consummation closing of the Merger, sale of the Units hereunder are subject to the satisfaction oraccuracy, if permitted when made and on the Closing Date, of the representations and warranties on the part of the Company and its subsidiaries contained herein, to the accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by applicable Lawthe Company and its subsidiaries of their obligations hereunder, waiver and to each of the following additional terms and conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding proceedings for that purpose shall have been initiated or threatened by the SEC Commission, and not concluded any request for additional information on the part of the Commission (to be included in the Registration Statement, the Base Prospectus or withdrawn;the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of the Representative. Any filings required to be made by the Company in accordance with Section 4(a) shall have been timely filed with the Commission. (b) The Placement Agents shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agents, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement and the Merger transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agents, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) The Placement Agents shall have received from Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, corporate counsel for the Company such counsel’s written opinion, addressed to the Placement Agents dated as of the Closing Date, in form and substance reasonably satisfactory to the Representative as set forth in Exhibit B attached hereto. Such counsel shall also have furnished to the Placement Agents a written statement, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Placement Agents, to the effect that (x) such counsel has acted as counsel to the Company in connection with the preparation of the Registration Statement, (y) based on such counsel’s examination of the Registration Statement and such counsel’s investigations made in connection with the preparation of the Registration Statement and conferences with certain officers and employees of and with auditors for and counsel to the Company, nothing has come to such counsel’s attention that has caused it to believe that (I) the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (II) any document incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement or any further amendment or supplement to any such Incorporated Document made by the Company prior to the Closing Date, when they became effective or were filed with the Commission, as the case may be, contained, in the case of a registration statement which became effective under the Securities Act, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements, schedules or other financial data contained in the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement. (e) The Placement Agents shall have received from Brown Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx LLP, such opinion or opinions, dated the Closing Date and addressed to the Placement Agents, with respect to the issuance and sale of the Units, the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (f) The Company shall have furnished to the Placement Agents a certificate, dated as of the Closing Date, executed by its Chairman of the Board, its Chief Executive Officer or a Senior Vice President and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement and, in their opinion, the Registration Statement (including the Base Prospectus) as of its effective date, the Time of Sale Prospectus, if any, as of its effective date, and the Prospectus Supplement, as of each such effective date, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) since the effective date of the Registration Statement no event has occurred which should have been but was not set forth in a supplement or amendment to the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company and its subsidiaries in this Agreement are true and correct and the Company and its subsidiaries have complied with all agreements and covenants contained in this Agreement and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iv) subsequent to the date of the most recent financial statements included or incorporated by reference in the Base Prospectus, there has been no change in the financial position or results of operation of the Company and its subsidiaries that would have a Material Adverse Effect, or any change, or any development including a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Base Prospectus, and (v) the Registration Statement became effective on November 14, 2005, and to their knowledge, as of the Closing Date (I) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been commenced or are pending before or are contemplated by the Commission and (II) no action has been taken by any governmental agency, body or official, and no injunction, restraining order or order of any nature by any federal or state court has been issued, which would prevent the issuance of the Units. (g) At the time of the execution of this Agreement, the Placement Agents shall have received from PricewaterhouseCoopers LLP a letter, addressed to the Placement Agents and dated such date, in form and substance satisfactory to the Representative and PricewaterhouseCoopers LLP (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and (ii) stating the conclusions and findings of such firm with respect to the financial statements and certain financial information contained or incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement. (h) On the Closing Date, the Placement Agents shall have received a letter (the “bring-down letter”) from PricewaterhouseCoopers LLP addressed to the Placement Agents, and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement as of a date not more than three Business Days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by its letter delivered to the Placement Agents concurrently with the execution of this Agreement pursuant to Section 6(g). (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Base Prospectus, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Base Prospectus and the Time of Sale Prospectus, if any, and (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, otherwise than as set forth in or contemplated by the Base Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated by the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement. (j) The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and the Warrant Shares shall be listed and admitted and authorized for trading on Nasdaq, and satisfactory evidence of such actions shall have been duly approved by provided to the requisite vote Representative. The Company shall have taken no action designed to, or likely to have the effect of stockholders terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor has the Company received any information suggesting that the Commission or Nasdaq is contemplating terminating such registration or listing. (k) At the Execution Time, the Company shall have furnished to the Representative a letter substantially in the form of Exhibit C hereto from each executive officer and director of the Company. (l) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company andon any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices or maximum ranges for prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities in which it is not currently engaged, the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred any other calamity or crisis or any change in general economic, political or financial conditions in the United States or elsewhere, if applicable, Parentthe effect of any such event in clause (iii) or (iv) makes it, in accordance the sole judgment of the Representative, impracticable or inadvisable to proceed with the Business Corporation Act sale or delivery of the Units on the terms and in the manner contemplated by the Base Prospectus and the General Corporation Law, respectively;Prospectus Supplement. (cm) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Units or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or entered any order, writ, injunction sale of the Units or decree, materially and no other Governmental Entity adversely affect or potentially and adversely affect the business or operations of the Company. (n) The Company shall have issued any orderprepared and filed with the Commission a Current Report on Form 8-K with respect to the Offering, which is then including as an exhibit thereto this Agreement. (o) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (shall contain representations and any extension thereof) applicable to the consummation warranties of the Merger Company, including, in substance, those made by the Company under the HSR Act or any other applicable competitionSections 2(a), merger control or similar Law shall have expired or been terminated; (b), (e) all consentsthrough (i), approvals (n) and authorizations legally required (o) hereof. (p) The NASD shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements. (q) Prior to the Closing Date, the Company shall have furnished to the Placement Agents such further information, certificates and documents as the Representative may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be obtained in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to consummate counsel for the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuancePlacement Agents.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY IBC AND ACQUISITION SUB TO CONSUMMATE EFFECT THE MERGER. The obligations of IBC and Acquisition Sub to effect the parties hereto to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, or waiver in writing of the following conditionsconditions prior to the Effective Time: (a) all representations and warranties of University and the Registration Statement Shareholders shall have been declared effective by the SEC under the Securities Act be true and no stop order suspending the effectiveness correct in all material respects as of the Registration Statement date hereof and at and as of the Closing (after consideration of all supplemental Schedules for events occurring after the date hereof), except for representations and warranties made as of a specific date which shall have been issued be true and correct as of such date, with the same force and effect as though made on and as of the Closing, and the supplemental Schedules provided by University and Allbritton pursuant to Artixxx XXX xxreof shall not differ in any material respect from the SEC and no proceeding for that purpose shall have been initiated by Schedules as in effect on the SEC and not concluded or withdrawndate of this Agreement; (b) University and the Shareholders shall have performed in all material respects all obligations and agreements and in all material respects complied with all covenants and conditions, contained in this Agreement to be performed or complied with by it or them prior to the Effective Time; (c) there shall not have occurred a Material Adverse Effect with respect to University or the Bank, provided that the failure of any employees of University or the Bank to remain employees of University or the Bank, as the case may be, shall not be deemed a Material Adverse Effect for purposes of this paragraph; (d) IBC shall have received the opinions of counsel to University acceptable to it as to the matters set forth on Exhibit C attached hereto; (e) the holders of all of the shares of issued and outstanding capital stock of University shall have authorized and approved the Merger, this Agreement and the Merger Agreement, and University shall have been duly approved by the requisite vote delivered evidence of stockholders of each of the Company and, if applicable, Parent, same to IBC in accordance with the Business Corporation Act form and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable substance reasonably satisfactory to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a wholeIBC; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants aggregate principal amount of Parent, all University Indebtedness shall not exceed $2,682,777; (g) IBC shall have issued an opinionreceived (i) certificates dated the Closing executed by Allbritton, addressed individually anx xx Xxxxxman of the Board of University, certifying in such reasonable detail as IBC may reasonably request, to each the effect described in Sections 7.2(a), (b), (c), (e) and (f), and (ii) a certificate dated the Closing Date executed by the President of Parent and the Company, respectively, that Bank in the Merger will qualify for "pooling form of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standardsExhibit D attached hereto; and (gh) Immediately prior to the shares of Parent Common Stock into which Closing, the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Shareholders shall have been authorized for listing on made a cash capital contribution to University in the NYSE, subject to official notice amount of issuance$241,746.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof Sellers under this Agreement. The obligations obligation of the parties hereto Sellers under this Agreement to consummate the Merger, or to permit the consummation of the Merger, are Closing Transactions shall be subject to the satisfaction orsatisfaction, if permitted by applicable Lawat or prior to the Closing, waiver of the following conditions: (a) all authorizations, consents and approvals contemplated by Sections 3.6 and 4.5, including the Registration Statement PennLife Insurance Approvals, the ConLife Insurance Approvals and the Buyer Approvals shall have been declared effective obtained and shall be in full force and effect and applicable regulators shall not have imposed any material and adverse prohibitions, liabilities, limitations, conditions or restrictions on Sellers or (to the extent Sellers would be prevented from consummating the transactions contemplated by this Agreement) the Companies, in connection with the approvals by such regulators of the Forms A to be filed by the SEC under parties as contemplated hereby including but not limited to a restriction on the Securities Act and no stop order suspending ability of Union Bankers to pay the effectiveness Union Bankers Special Dividend or on the ability of the Registration Statement shall have been issued Sellers or the Companies to make any other reallocation of capital and surplus as otherwise permitted or required by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawnthis Agreement; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger sale and purchase of the Shares under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (ec) all consentsno injunction, approvals and authorizations legally restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Closing Transactions shall be in effect; (d) each of the obligations of Buyer required to be obtained performed by it at or prior to consummate the Merger Closing pursuant to the terms of this Agreement shall have been obtained from duly performed and complied with in all Governmental Entitiesmaterial respects, except where and the failure to obtain any such consent, approval or authorization could not reasonably representations and warranties of Buyer contained in this Agreement shall be expected to result true and correct in a change in or have an effect on the business all material respects as of the Company date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except as to any representation or Parent that is materially adverse warranty which specifically relates to the business, assets (including intangible assetsan earlier date), liabilities and Sellers shall have received a certificate to that effect signed by an officer of Buyer; (contingent e) Buyer or otherwise)a designated subsidiary of Buyer shall have entered into an agreement with Integon, condition (financial Occidental Life Insurance Company of North Carolina and Professional Insurance Company containing the material terms set forth on Exhibit F or otherwise) otherwise on terms reasonably satisfactory to Buyer and PFG pursuant to which Buyer or results of operations of Parent and its subsidiaries, taken as a wholesuch subsidiary shall have agreed to provide the services specified in Exhibit F after the Closing for the period specified in Exhibit F; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, Sellers shall have issued received an opinionopinion of counsel to Buyer, addressed to each of Parent and in the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standardsform attached hereto as Annex F; and (g) the shares shareholders of Parent Common Stock into which Buyer shall have approved at a special meeting of shareholders of Buyer the shares of Company Capital Stock will be converted pursuant to Article III matters requiring shareholder approval as set forth in the UAFC Share Purchase Agreement, in accordance with New York law and the shares rules of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceNasdaq.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof the FS Stockholder, the Company and The Limited. The obligations obligation of the parties hereto FS Stockholder, the Company and The Limited to consummate the Merger, or to permit the consummation of the Merger, Closing are subject to the satisfaction or, if permitted by applicable Law, or waiver of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any Any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law relating to the transactions contemplated by the Transaction Documents shall have expired or been terminated;. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Closing, and no action or proceeding shall be pending before any court, arbitrator or governmental body, agency or official with respect to which counsel reasonably satisfactory to Xxxxxxx Xxxxxx and The Limited shall have rendered a written opinion that there is a substantial likelihood of a determination that would prohibit the Closing. (c) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been obtained. (d) The Sale-Leaseback Agreements and any Lease Assignments shall have been entered into by the parties thereto. (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger The Credit Facility (i) shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of executed and delivered by the Company or Parent that is materially adverse and the lenders party thereto, and all conditions to the business, assets initial funding thereunder shall be satisfied and (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwiseii) or results of operations of Parent shall be in form and its subsidiaries, taken as a whole;substance reasonably satisfactory to The Limited and the FS Stockholder. (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, The Company shall have issued an opinion, addressed the Mezzanine Securities to each of Parent a third party in exchange for $50 million and the Company, respectively, that terms of such Mezzanine Securities shall be in form and substance reasonably satisfactory to The Limited and the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; andFS Stockholder. (g) the shares The Company shall have amended its Certificate of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant Incorporation and Bylaws in form and substance satisfactory to Article III The Limited and the shares of Parent Common Stock issuable upon FS Stockholder to include the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing terms set forth on the NYSE, subject to official notice of issuance.Attachment G.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The respective obligations of the parties hereto Company, Parent and Merger Sub to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction oron or prior to the Closing Date of the following conditions (any or all of which may be waived by the parties hereto in writing, if in whole or part, to the extent permitted by applicable Lawlaw, waiver of but by the following conditions:Company only with Independent Director Approval): (a) the Registration Statement Merger Sub shall have been declared effective by purchased shares of Company Common Stock pursuant to the SEC under Offer, except that this condition shall not be a condition to Parent's and Merger Sub's obligation to effect the Securities Act and no stop order suspending the effectiveness of the Registration Statement Merger if Merger Sub shall have been issued by failed to purchase shares of Company Common Stock pursuant to the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded Offer in breach of (or withdrawnas a result of Parent's breach of) this Agreement; (b) this Agreement and the Merger shall have been duly approved and adopted by the requisite vote of stockholders of each of the Company and, Stockholders if applicable, Parent, in accordance with required by the Business Corporation Act and the General Corporation Law, respectivelyDGCL; (c) no judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then be in effect restraining or prohibiting the consummation of the Merger; provided, however, that no party may rely on this condition if it is in breach of its obligations under Section 5.11 hereof and has the effect of making the Merger illegal such breach has, directly or otherwise prohibiting its consummation;indirectly, resulted in such judgment, injunction, order or decree being in effect; and (di) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law and Foreign Antitrust Laws shall have expired or been terminated; terminated and (eii) all consents, approvals and authorizations legally required to be obtained to consummate under Foreign Antitrust Laws before consummation of the Merger shall have been obtained from all Governmental Entitiesobtained, except where in the case of (i) and (ii) above, such waiting periods (other than the HSR Act) or approvals the failure of which to obtain any such consent, approval expire or authorization could be obtained is not reasonably be expected likely to result in have a change in Company Material Adverse Effect or have an effect on the business of the Company or Parent to provide a reasonable basis to conclude that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectivelyParent or Merger Sub or any of their respective directors, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rulesofficers, includingagents, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will advisors or other representatives would be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice the risk of issuancecriminal liability.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARENT AND ACQUISITION CO. The respective obligations of Parent and Acquisition Co. to effect the parties hereto to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, waiver at or prior to the Effective Time of the following conditions: (a) the Registration Statement representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Effective Time with 38 44 the same effect as if made at and as of the Effective Time (except to the extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct in all material respects as of such earlier date) and, at the Closing, the Company shall have been declared effective delivered to Parent and Acquisition Co. a certificate to that effect, executed by the SEC under the Securities Act and no stop order suspending the effectiveness an executive officer of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawnCompany; (b) each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement and the Merger shall have been duly approved performed in all material respects at or before the Effective Time and, at the Closing, the Company shall have delivered to Parent and Acquisition Co. a certificate to that effect, executed by the requisite vote of stockholders of each an executive officer of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectivelyCompany; (c) no court of competent jurisdiction the Company shall have issued or entered any order, writ, injunction or decree, obtained all requisite approvals of the holders of the Outstanding Company Common Stock for this Agreement and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation;Merger, (d) any waiting period (the consents specified on Section 3.33 of the Company Disclosure Schedule and any extension thereof) applicable other material third party consents necessary to consummate the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law transactions contemplated hereby shall have expired been given, obtained or been terminatedcomplied with as applicable; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger there shall have been obtained from all Governmental Entitiesno events, except where changes or effects, individually or in the failure aggregate, with respect to obtain any such consentthe Company having, approval or authorization could not that would reasonably be expected to result in have, a change in or have an effect Material Adverse Effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a wholeCompany; (f) Xxxxxx Xxxxxxxx LLPPaulxxx Xxx xxxll not have terminated her employment with the Company or given written or oral notice to the Company or Parent of her intention to do so after the consummation of the Merger; (g) no more than 10% of the Outstanding Company Common Stock shall be Dissenting Shares, as with respect to which dissenters' rights have not terminated; (h) the independent public accountants Company shall have delivered all of Parentthe Closing deliveries set forth in Section 2.10(b) above; (i) Parent shall be satisfied with the results of its due diligence investigation of the Company in its sole discretion; (j) all Company Convertible Securities, including without limitation all outstanding options, shall have issued an opinionbeen converted into or exercised for shares of Company Common Stock or shall have been terminated, addressed to each of Parent and the Company, respectively, it being understood that the Merger will qualify Cash Consideration to be paid by Parent at the Closing shall be reduced by the aggregate stated cash exercise price of all Company Convertible Securities exercised for shares of Company Common Stock by net exercise thereof (the "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standardsAggregate Net Exercise Price"); and (gk) Paulxxx Xxx xxxll have entered into an Employment Agreement, in substantially the shares form of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance.Exhibit F. 39 45

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The respective obligations of the parties hereto Company, the Stockholders, AirNet and Merger Subsidiary to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by this Agreement and by applicable law: (a) this Agreement and the Merger and the transactions contemplated thereby shall have been approved by the Stockholders in accordance with New York Law; (b) this Agreement and the Merger and the transactions contemplated thereby, including the issuance of the AirNet Common Shares to the Stockholders, shall have been approved by the shareholders of AirNet in accordance with Ohio Law, including, but not limited to, Section 1701.831 of Ohio Law, and the rules and regulations of the NYSE; (c) the applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC and no proceeding for that purpose shall have been initiated by SEC; (e) the SEC and not concluded or withdrawn; (b) this Agreement and AirNet Common Shares to be issued to the Stockholders in the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance; (f) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; and (g) other than the filing of certificates of merger and/or other merger documents in accordance with New York Law and Ohio Law, all authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, notices or declarations required to be made, by the Company, AirNet and Merger Subsidiary prior to the consummation of the Merger shall have been obtained from, and made with, all required governmental or regulatory authorities except for such authorizations, consents, waivers, orders, approvals, filings, notices or declarations the failure of which to obtain or make would not, at or after the Effective Time, individually or in the aggregate, have a Company Material Adverse Effect or an AirNet Material Adverse Effect.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The Unless these conditions are waived in writing by the parties, the obligations of each of Seller, the parties hereto Stockholders, CIBER and CIS to consummate effect the Merger, or to permit the consummation of the Merger, are transactions contemplated by this Agreement shall be subject to the satisfaction or, if permitted by applicable Law, waiver fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement, and the Registration Statement consummation of the transactions contemplated by this Agreement shall have been declared effective approved and adopted by the SEC under the Securities Act and no stop order suspending the effectiveness requisite vote of the Registration Statement shall have been issued board of directors of Seller and the Stockholders as required by the SEC VSCA and no proceeding for that purpose shall have been initiated by the SEC its articles of incorporation and not concluded or withdrawnby-laws; (b) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Entity, shall be in effect that would make the transactions contemplated by this Agreement and Agreement, including the Merger shall have been duly approved holding, directly or indirectly, by the requisite vote CIBER of stockholders of each any of the Company andAssets of Seller, if applicable, Parent, in accordance with illegal or otherwise prevent the Business Corporation Act and consummation of the General Corporation Law, respectivelytransactions contemplated by this Agreement; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Xxxx-Xxxxx-Xxxxxx Act or any other applicable competition, merger control or similar Law shall have expired or been earlier terminated;; and (ed) all waivers, consents, approvals and authorizations legally actions or non-actions of any Governmental Entity and of any other third party required to be obtained to consummate the Merger transactions contemplated by this Agreement shall have been obtained from all Governmental Entitiesand shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except where the failure for such failures to obtain any such waiver, consent, approval or authorization could action which would not be reasonably be expected likely (x) to result in a change in or prevent the consummation of the transactions contemplated hereby, (y) to have an effect on Seller Material Adverse Effect, or (z) to have a CIBER Material Adverse Effect. Notwithstanding the business of the Company or Parent that is materially adverse foregoing and subject to the businessundertakings of Section 2.4, assets (including intangible assets), liabilities (contingent or otherwise), it shall not be a condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as precedent to any party's obligations under this Section 7.1 that the independent public accountants of Parent, parties shall have issued an opinionobtained, addressed prior to each the Closing, consents to the assignment of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing any Contract on the NYSE, subject to official notice of issuanceSCHEDULE 2.1(c).

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The obligations of the parties each AT&T Party and AOLTW Party hereto to consummate the Merger, or to permit the consummation of the Merger, Transactions are subject to the satisfaction or, if permitted (or waiver by applicable Law, waiver such parties) of the following conditions: (a) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law relating to the Transactions shall have expired or been terminated; (eb) the FTC shall have granted any necessary approval or taken any necessary action to permit the issuance of the AOLTW Common Stock to MediaOne of Colorado (or one or more wholly owned Subsidiaries of MediaOne of Colorado or to a Disposition Trust) pursuant to Section 2.6 and the ownership of such AOLTW Common Stock by MediaOne of Colorado (or such Subsidiaries or Disposition Trust); (c) all consents, approvals FCC License Consents and authorizations legally required to be obtained to consummate the Merger other Required Approvals of Governmental Authorities (other than Franchise Consents) shall have been obtained from all Governmental Entitiesobtained, be in effect and be subject to no limitations, conditions, restrictions or obligations, except where for such consents the failure of which to obtain any would not, and such consentlimitations, approval conditions, restrictions or authorization could not obligations as would not, individually or in the aggregate, reasonably be expected to result in have a change in Company Material Adverse Effect or would otherwise be inconsistent with Section 8.1(b); (d) no provision of any applicable Law (other than those having only an immaterial effect and that do not impose criminal liability or penalties) shall prohibit the consummation of the Transactions; PROVIDED that the failure of the parties to obtain Franchise Consents shall not be considered to prohibit the consummation of the Transactions; (e) no court, arbitrator or other Governmental Authority of competent jurisdiction shall have an effect on issued any order, and there shall not be any Law restraining or prohibiting the effective operation of the business of any of the AOLTW Parties, the AT&T Parties, the Comcast Parties or the Company after the Closing that would, individually or Parent that is materially adverse in the aggregate, reasonably be expected to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as have a wholeCompany Material Adverse Effect; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, AT&T-Comcast Merger shall have issued an opinionbeen consummated; provided that, addressed if the AT&T-Comcast Merger is not consummated on or prior to each of Parent March 1, 2003 and all other conditions to the CompanyClosing have been satisfied (or waived) (other than those conditions that by their nature are to be satisfied at the Closing and will in fact be satisfied at the Closing), respectively, that then this condition shall be automatically deemed waived by the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standardsparties; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will All Franchise Consents shall not be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 required or shall have been authorized for listing on the NYSEobtained, be in effect and be subject to official notice no limitations, conditions, restrictions or obligations, except for such Franchise Consents the failure of issuancewhich to obtain would not, and such limitations, conditions, restrictions or obligations as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The obligations of the parties hereto Company, Farnell and Merger Subsidiary to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) this Agreement shall have been adopted by the shareholders of the Company in accordance with the OGCL; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) no injunction or other court order issued by any court of competent jurisdiction or other legal restraint or prohibition shall prohibit the consummation of the transactions contemplated by this Agreement; PROVIDED, however, that neither of the parties may assert its rights with respect to this condition unless it shall have used its reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered; (d) the shareholders of Farnell shall have voted or passed a special resolution to approve the Merger and create and authorize the issuance of Farnell Shares in connection with the Merger (subject to the Effective Time having occurred) in accordance with applicable law; (e) the Registration Statement Statements shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement Statements shall be in effect and no proceedings for such purpose shall be pending before or threatened in writing by the SEC, and Farnell shall have been issued by the SEC received all state securities or "blue sky" authorizations necessary to issue Restricted ADRs and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawnFarnell ADRs pursuant to this Agreement; (bf) this Agreement the Farnell ADRs to be delivered in the Merger and a number of additional Farnell ADRs equal to the number of Restricted ADRs being issued in the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceissuance and satisfactory distribution, and the LSE shall have agreed to admit to the Official List of the LSE (subject to allotment) the Ordinary Shares and Preference Shares to be issued in the Merger; (g) there shall not have been a referral of the transactions contemplated hereby to the Monopolies and Mergers Commission by the Secretary of State for Trade and Industry; (h) any applicable waiting period under the German Competition Law shall have expired or been terminated or the German Federal Cartel Office shall have notified Farnell that the Merger may be completed; and (i) there shall not be pending any suit, action or proceeding by any government or governmental authority or agency, domestic or foreign, before any court or governmental authority or agency, domestic or foreign, which is reasonably likely to succeed, (i) seeking to restrain or prohibit Farnell's ownership or operation (or that of its respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Farnell and its Subsidiaries, taken as a whole, or to compel Farnell or any of its Subsidiaries or affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Farnell and its Subsidiaries, taken as a whole, (ii) seeking to impose or confirm material limitations on the ability of Farnell or any of its Subsidiaries or affiliates effectively to exercise full rights of ownership of the shares of capital stock of the Surviving Corporation, including, without limitation, the right to vote any of such shares acquired or owned by Farnell or any of its Subsidiaries or affiliates on all matters properly presented to the stockholders of the Surviving Corporation, or (iii) seeking to require divestiture by Farnell or any of its Subsidiaries or affiliates of any such shares.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERCOMPANY, SHI AND ACQUIROR. The respective obligations of the parties hereto Company and SHI, on the one hand, and Acquiror, on the other hand, to consummate the Merger, or to permit the consummation of the Merger, transactions contemplated hereby are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditionsrequirements that: (a) The Transactions shall have been approved and adopted by the Registration Statement stockholders of the Company and of the Acquiror, as applicable and as contemplated hereby; (b) The transactions contemplated by Article II hereof shall have been consummated in accordance with the terms hereof and in accordance with applicable Law and each of the conveyancing and liability assumption instruments and other instruments, documents and agreements executed in connection with such transactions shall be in form and substance reasonably satisfactory to Acquiror and its counsel; (c) Any waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated, and any other governmental or regulatory notices, authorizations, consents, orders or approvals necessary for the performance of the parties' respective obligations pursuant to this Agreement shall have been either filed (in the case of notices) or received and be in effect and not subject to withdrawal or appeal; PROVIDED, HOWEVER, that this condition shall not apply with respect to any authorization, consent, order or approval necessary for the transfer of control of any Franchise if the condition in Section 7.04(g) has been satisfied or waived by Acquiror; (d) No federal, state or foreign governmental authority or other agency or commission or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, or regulation, or any permanent injunction or other order (whether temporary, preliminary or permanent), which remains in effect and which has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the transactions contemplated hereby, or which questions the validity or the legality of the transactions contemplated hereby and which could reasonably be expected to have a Material Adverse Effect on Cable or on Acquiror and its Subsidiaries taken as a whole; (e) The Joint Proxy Statement/Prospectus shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement orders with respect thereto shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company issued; and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, The Company shall have issued received (i) from the IRS an opinion, addressed advance letter ruling as contemplated by Section 6.17 hereof reasonably satisfactory to each Acquiror and SHI and (ii) an opinion of Parent and Xxxxx & Xxxxxxxxx to the Company, respectively, effect that the Merger will qualify for "pooling constitutes a tax-free reorganization under Section 368 of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant Internal Revenue Code reasonably satisfactory to Article III Acquiror and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuanceSHI.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof the Placement Agent and the Purchasers, and the Sale of the Units. The respective obligations of the parties hereto to consummate Placement Agent hereunder and the MergerPurchasers under the Subscription Agreements, or to permit and the consummation Closing of the Mergersale of the Units, are subject to the satisfaction oraccuracy, if permitted when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by applicable Lawthe Company of its obligations hereunder, waiver and to each of the following additional terms and conditions: (a) the The Registration Statement shall have been declared is effective by the SEC under the Securities Act Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 5(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby. No cease trade order shall have been issued by any Canadian securities regulatory authority with respect to the SEC Company’s securities and no proceeding for that purpose shall have been initiated by seeking the SEC and not concluded or withdrawn;issuance of such an order. (b) The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings on the part of the Company and other legal matters incident to the authorization, form and validity of each of this Agreement, the Subscription Agreements, the Escrow Agreement, the Units, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement and the Merger transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxx Xxxxx Xxx & Xxxxxxxx P.C., US counsel to the Company, shall have furnished to the Placement Agent such counsel’s written opinion and negative assurances statement, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (e) Xxxxxxx Xxxxx and Xxxxxxxxx LLP, Canadian counsel to the Company shall have furnished to the Placement Agent such counsel’s written opinion, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (f) The Placement Agent shall have received from Proskauer Rose LLP, counsel for the Placement Agent, such opinion or opinions and negative assurances statement, dated the Closing Date, with respect to such matters as the Placement Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (g) At the time of the execution of this Agreement, the Placement Agent shall have received from Xxxxx-Xxxxx LLP a letter, addressed to the Placement Agent, executed and dated such date, in form and substance satisfactory to the Placement Agent (i) confirming that they are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and independent auditors within the meaning of the Canadian Securities Laws and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Placement Agent shall have received a letter (the “Bring-Down Letter”) from Xxxxx-Xxxxx LLP addressed to the Placement Agent and dated the Closing Date confirming, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Placement Agent concurrently with the execution of this Agreement pursuant to paragraph (g) of this Section 7. (i) The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief Executive Officer and President or a Vice President and its chief financial officer stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the Applicable Time, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Package or the Prospectus that has not been so set forth therein, (iii) to their Knowledge, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company and its subsidiaries, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus. (j) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (j), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package. (k) No action shall have been duly approved taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the requisite vote issuance or sale of stockholders of each the Units or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company andor its subsidiaries; and no injunction, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation sale of the Merger under the HSR Act Units or any other applicable competition, merger control materially and adversely affect or similar Law shall have expired or been terminated; (e) all consents, approvals potentially materially and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on adversely affect the business or operations of the Company or Parent that is materially adverse its subsidiaries. (l) Subsequent to the businessexecution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, assets (including intangible assets)Nasdaq CM or the American Stock Exchange or in the over-the-counter market, liabilities (contingent or otherwise), condition (financial trading in any securities of the Company on any exchange or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as in the independent public accountants of Parentover-the-counter market, shall have issued an opinionbeen suspended or materially limited, addressed to each of Parent and the Company, respectively, that the Merger will qualify or minimum or maximum prices or maximum range for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 prices shall have been authorized for listing established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Canadian or U.S. Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in Canada or the U.S., (iii) the U.S. shall have become engaged in hostilities in which it is not engaged on the NYSEdate hereof, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the U.S., or there shall have been a declaration of a national emergency or war by the U.S. or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the U.S. or Canada shall be such) as to official notice make it, in the judgment of issuancethe Placement Agent, impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (m) The Company shall have filed a Notification Form: Listing of Additional Shares with the Nasdaq CM with respect to the Common Shares and Warrant Shares and shall have received no objection thereto from the Nasdaq CM. (n) The Placement Agent shall have received the written agreements, substantially in the form of Exhibit C hereto, of the executive officers and directors of the Company listed in Schedule B to this Agreement. (o) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect. (p) The Company shall have entered into the Escrow Agreement and such agreement shall be in full force and effect. (q) The Placement Agent shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Placement Agent as described in the Pricing Prospectus; or determined that the offering is exempt from the FINRA Corporate Financing Rule as set forth in FINRA Rules 5110 and 5190. (r) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K including as an exhibit thereto this Agreement. (s) Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, opinions, certificates (including a Secretary’s Certificate), letters or documents of customary nature as the Placement Agent shall have reasonably requested. (t) On the date of its first use, the Company shall have prepared and filed with the Commission an Issuer Free Writing Prospectus, if any, substantially in the form attached hereto as Schedule A. (u) The Company shall have issued and delivered the Warrants to the Purchasers. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERPARTY. The obligations of the parties hereto Company, Parent and Merger Sub to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, or waiver (where permissible) of the following conditions: (a) either (i) if filed, the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC SEC, or (ii) the offer and not concluded or withdrawnsale of the Merger Consideration under this Agreement shall have been validly made pursuant to an exemption from Section 5 of the Securities Act; (b) this Agreement and the Merger shall have been duly approved and adopted by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act DGCL and the General Corporation Law, respectivelyVoting Trust Agreement; (c) the Parent Proposals shall have been approved and adopted by the requisite affirmative vote of the shareholders of Parent in accordance with applicable French Laws and regulations, COB rules and regulations and Parent's STATUTS; (d) no Governmental Entity or court of competent jurisdiction shall have issued enacted, issued, promulgated, enforced or entered any orderlaw, writrule, injunction or regulation, judgment, decree, and no other Governmental Entity shall have issued any order, executive order or award (an "ORDER") which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminatedMerger; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from and made with all Governmental Entities, except where for such consents, approvals and authorizations the failure of which to obtain any such consent, approval could not have or authorization could not reasonably be expected to result in have a change in or Parent Material Adverse Effect (assuming for purposes of this paragraph (e) that the Merger shall have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assetsbeen effected), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as any waiting period (and any extension thereof) applicable to the independent public accountants consummation of Parent, the Merger under the HSR Act shall have issued an opinionexpired or been terminated, addressed to each and, if applicable, confirmation shall have been received, by way of Parent and a decision from the Company, respectivelyCommission of the European Union under Regulation 4064/89 (with or without the initiation of proceedings under Article 6(1)(c) thereof), that the Merger will qualify is compatible with the common market (it being understood for "pooling the avoidance of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; anddoubt that this condition does not depend on receipt of any required approval for agreements or arrangements between Parent and Dentsu); (g) the shares of Parent Common Stock into which respective parties thereto shall have executed and delivered the shares of Company Capital Stock will be converted pursuant to Article III and Nominee Agreement; and (h) the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Bcom3 Merger shall have been authorized for listing completed on substantially the NYSE, subject to official notice of issuanceterms set forth in the Bcom3 Merger Agreement.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGER. The obligations of the parties hereto to consummate the Merger, or to permit the consummation of the Merger, Merger are subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (a) the The Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn;. (b) Parent shall have received all necessary permits and approvals under applicable Blue Sky Laws and other authorizations necessary to issue the Parent Common Stock pursuant to this Agreement and under the Company Stock Plans after the Merger. (c) Parent shall have taken all action necessary to be taken under English Law and the Dutch and London Stock Exchanges to approve the Merger and to provide to the Company's shareholders stock of Parent registered under the Securities Act, subject to those certain shareholder agreements referenced in Section 8.3(i) hereof. (d) This Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act MBCA and the General Corporation Restated Articles of Incorporation of Company. (e) This Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of Parent if so required by English Law, respectively;the London Stock Exchange or other applicable Law or regulation. (cf) no court The shares of competent jurisdiction Parent Common Stock issuable to the Company's stockholders in the Merger and under the Company Stock Plans after the Merger in accordance with this Agreement shall have issued or entered any been admitted to trading on the Alternative Investment Market of the London Stock Exchange, upon official notice of issuance. (g) No order, writstatute, injunction or rule, regulation, executive order, stay, decree, and no other judgment or injunction shall have been enacted, entered, promulgated or enforced by any court or Governmental Entity shall have issued any order, which is then in effect and has prohibits or prevents the effect consummation of making the Merger illegal which has not been vacated, dismissed or otherwise prohibiting its consummation;withdrawn prior to the Effective Time. Company and Parent shall use their reasonable best efforts to have any of the foregoing vacated, dismissed or withdrawn by the Effective Time. (dh) any Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated;. (ei) all All consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, including as may be required by English Law and the rules of the London Stock Exchange, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change Parent Material Adverse Effect or a Company Material Adverse Effect. (j) The Board of Directors of Company shall not have revoked, amended or modified, in or have an effect on the business any adverse respect, its approval of the Company Merger or Parent that is materially adverse its recommendation to the business, assets (including intangible assetsCompany's stockholders described in Section 7.1(b)(i), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have issued an opinion, addressed to each of Parent and the Company, respectively, that the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 shall have been authorized for listing on the NYSE, subject to official notice of issuance.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof Buyer under this Agreement. The obligations of the parties hereto Buyer under this Agreement to consummate the Merger, or to permit the consummation of the Merger, are Closing Transactions shall be subject to the satisfaction orsatisfaction, if permitted by applicable Lawat or prior to the Closing, waiver of the following conditions: (a) subject to Section 5.19(c) hereof, all authorizations, consents and approvals contemplated by Sections 3.6 and 4.5, including the Registration Statement PennLife Insurance Approvals, the ConLife Insurance Approvals (which shall include approval to restructure the capital of the PennLife Companies and the ConLife Companies to reset unassigned surplus to not less than zero) and the Buyer Approvals, shall have been declared effective obtained and shall be in full force and effect and applicable regulators shall not have imposed any material and adverse prohibitions, limitations, conditions or restrictions on Buyer or any of the Companies in connection with the approvals by such regulators of the Forms A to be filed by the SEC under parties as contemplated hereby, including but not limited to a restriction on the Securities Act and no stop order suspending the effectiveness ability of any of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded Companies to pay ordinary dividends or withdrawn;to write any material line of business. (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger sale and purchase of the Shares under the HSR Act or any other applicable competition, merger control or similar Law shall have expired or been terminated; (c) no injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Closing Transactions shall be in effect; (d) each of the obligations of PLAC, PFG, SFC and PCFS required to be performed by it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects, and the representations and warranties of PLAC, PFG, SFC and PCFS contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except (i) as to those representations or warranties which specifically relate to an earlier date, which need to be true and correct in all material respects as of such specified dates and (ii) to the extent that the representation and warranty set forth in Section 3.15(e) has been rendered inaccurate as the result of any claims asserted with respect to Agent Compensation between the date hereof and the Closing), and Buyer shall have received a certificate to that effect signed by a senior officer of each of PLAC, PFG, SFC and PCFS; (e) any and all material permits, consents, waivers, clearances, approvals and authorizations legally required to be obtained to consummate of Governmental Authorities and all material consents, licenses, waivers or approvals of any other third parties (other than those contemplated by subparagraph (a) above), including the Merger PCFS Licenses, which are necessary in connection with the consummation of the Closing Transactions and the consummation of the transactions contemplated by the Universal Share Purchase Agreement shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a wholeobtained; (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, Buyer shall have issued received opinions of counsel to Sellers, in the forms attached hereto as Annex E; (g) Security Life and Trust Insurance Company ("Integon") and PennLife shall have entered into a lease agreement containing the material terms set forth on Exhibit D on terms reasonably satisfactory to Buyer pursuant to which, following the Closing, PennLife will continue to occupy office space currently occupied by PennLife Employees at the facility located at Wycliff Road in Raleigh, North Carolina, for the term described in Exhibit D; (h) Buyer or any of the Companies and AmeriLife Marketing Inc. shall have entered into an opinionagreement containing the material terms set forth on Exhibit A and otherwise on terms reasonably satisfactory to Buyer; 69 (i) the capital and surplus (excluding AVR and IMR) of the PennLife Companies and the ConLife Companies reflected on the Estimated Statement shall equal or exceed the Target Capital Amount for each Company and the Aggregate Target Capital Amount shall have been satisfied; (j) all intercompany indebtedness owed by PFG and its affiliates (other than the Companies) to any of the Companies or owed by the Companies to PFG or its affiliates (other than the Companies) as listed on Section 3.25 of the Disclosure Schedule shall have been paid in full, addressed and all other affiliate transactions described on Section 3.25 of the Disclosure Schedule shall have been terminated (other than such affiliate transactions solely among the Companies), with no further liability to any of the Companies or relating to the PCFS Assets; (k) PFG shall have executed and delivered the Pledge and Security Agreement; (l) the conditions set forth in the Chase Commitment shall have been satisfied, to the satisfaction of Chase Bank and Chase Securities; provided, however, that upon receipt of notice from Chase Bank that the reports delivered by the Reserves Consultants and the 1998 Audited Financial Statements are satisfactory under the terms of the Chase Commitment (which shall be deemed satisfactory for purposes of this clause if no objection is made within 30 days of delivery of the last of such reports and financial statements), the conditions specified in this Section 6.1(m) shall no longer be conditions to the consummation by Buyer of the Closing Transactions; (m) the Reserves Consultants shall have completed their review of all of the PennLife Insurance Reserves and the results of such reviews shall be reasonably satisfactory to Buyer; provided, however, that Buyer shall make its determination of the adequacy of such reports within 30 days of delivery of the last of such reports; (n) each of Parent the Pre-Closing Restructuring Transactions shall have been completed or otherwise provided for to the reasonable satisfaction of Buyer; (o) Sellers shall have delivered to Buyer for inclusion in the Proxy Statement the 1998 Audited Financial Statements specified in Section 5.18(a)(i) and the Companyshareholders of Buyer shall have approved at a special meeting of shareholders of Buyer the matters requiring shareholder approval as set forth in the UAFC Share Purchase Agreement, respectivelyin accordance with New York law and the rules of Nasdaq; (p) the Companies shall have received either (i) a rating of B+ or better from A.M. Best or (ii) assurances from A.M. Best satisfactory to Buyer that on or immediately after the Closing, that the Merger Companies will qualify be assigned at least a B+ rating; 70 (q) Buyer or a designated subsidiary of Buyer shall have entered into an agreement with Integon, Occidental Life Insurance Company of North Carolina and Professional Insurance Company containing the material terms set forth on Exhibit F or otherwise on terms reasonably satisfactory to Buyer and PFG pursuant to which Buyer or such subsidiary shall have agreed to provide the services specified in Exhibit F for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standardsthe period specified in Exhibit F; (r) the Review Letter shall not indicate any material deficiency in the Unaudited Financial Statements; and (gs) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Sellers shall have been authorized for listing on delivered to Buyer a certificate complying with Treasury Regulations section 1.1445-2(b)(2), in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that Sellers are not foreign persons within the NYSE, subject to official notice meaning of issuancesuch section.

CONDITIONS TO THE OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGERof Each Party. The obligations of the parties hereto UPR, Anadarko and Subcorp to consummate the Merger, or to permit the consummation of the Merger, are Merger shall be subject to the satisfaction or, if permitted by applicable Law, waiver of the following conditions: (ai) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the UPR Stockholders in the manner required by any Applicable Law, and (ii) the Share Issuance shall have been approved by the Anadarko Stockholders in the manner required by any Applicable Law and the applicable rules of the NYSE. (b) Any applicable waiting periods under the HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated and any other approvals of any Governmental Authority shall have been obtained. (c) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Merger or the transactions contemplated by this Agreement or limiting the ownership or operation by Anadarko, UPR or any of their respective subsidiaries of any material portion of the business or assets of Anadarko or UPR. (d) There shall not be pending any Action instituted by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement. (e) The Commission shall have declared the Registration Statement shall have been declared effective by the SEC under the Securities Act Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn; (b) this Agreement and the Merger shall have been duly approved by the requisite vote of stockholders of each of the Company and, if applicable, Parent, in accordance with the Business Corporation Act and the General Corporation Law, respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then be in effect and has no proceedings for such purpose shall be pending before or threatened by the effect of making the Merger illegal or otherwise prohibiting its consummation; (d) any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act Commission or any other applicable competition, merger control or similar Law shall have expired or been terminated; (e) all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from all Governmental Entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the business of the Company or Parent that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Parent and its subsidiaries, taken as a whole;state securities administrator. (f) Xxxxxx Xxxxxxxx LLP, as the independent public accountants of Parent, shall have The Anadarko Common Shares to be issued an opinion, addressed to each of Parent and the Company, respectively, that in the Merger will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of Parent Common Stock into which the shares of Company Capital Stock will be converted including pursuant to Article III and the shares of Parent Common Stock issuable upon the exercise of Company Stock Options pursuant to Section 3.05 Anadarko Exchange Options) shall have been authorized approved for listing on the NYSE, subject to official notice of issuance. (g) UPR shall have received the opinion of Morgxx Xxxxx & Xockxxx XXX, dated on or prior to the effective date of the Registration Statement, to the effect that (i) the Merger will constitute a reorganization under section 368(a) of the Code, and (ii) UPR, Anadarko and Subcorp will each be a party to that reorganization. In rendering such opinion, counsel shall be entitled to rely on customary representation letters of UPR, Anadarko, Subcorp and others, in form and substance reasonably satisfactory to such counsel.